Northern Dynasty Completes Prospectus to Clear Special Warrants

VANCOUVER, Feb. 25, 2015 /CNW/ - Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the "Company") reports that further to the Company's news releases of January 13, 2015 announcing the sale of 35,962,735 special warrants to raise of $15,499,939, the Company has now filed and received a receipt from certain Canadian securities regulators for the final short form prospectus qualifying the distribution of the 35,962,735 common shares (the "Common Shares") of the Company issuable upon exercise of the special warrants.  A copy of prospectus can be downloaded from www.sedar.com. Accordingly, these Common Shares when issued in accordance with the terms and conditions of the special warrant certificates will not be subject to resale restrictions in Canada.  All special warrants, except those held by US holders and one principal shareholder will be automatically exercised at 4:00 p.m. on March 4, 2015 and such holders will automatically receive the underlying Common Shares without any further action on their part.  The balance of the special warrants can be exercised over a period of up to 24 months from their issuance.

The issuance of the Common Shares by the Company has not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and such Common Shares will be issued pursuant to available exemptions from registration.  The Company has filed a registration statement under the U.S. Securities Act to register the resale of Common Shares to be issued to certain U.S. holders of the special warrants.  The registration statement was declared effected by the United States Securities and Exchange Commission on February 24, 2015.  A copy of the registration statement can be downloaded from www.sec.gov.

About Northern Dynasty Minerals Ltd.

Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty's principal asset is the Pebble Project in southwest Alaska, USA, an initiative to develop one of the world's most important mineral resources.

Ronald W. Thiessen
President & CEO

Forward Looking Information and other Cautionary Factors

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, such as those that address the in-progress financings and plan to complete certain regulatory filings are forward-looking statements. Although the Company believes the expectations expressed in its forward-looking statements are based on reasonable assumptions, such statements are subject to future events and third party discretion such as regulatory personnel. For more information on the Company, and the risks and uncertainties connected with its business, Investors should review the Company's home jurisdiction filings at www.sedar.com and its annual Form 40-F filing with the United States Securities and Exchange Commission.

SOURCE Northern Dynasty Minerals Ltd.

For further information: For further details on Northern Dynasty and the Pebble Project, please visit the Company's website at www.northerndynasty.com or contact Investor services at (604) 684-6365 or within North America at 1-800-667-2114. Review Canadian public filings at www.sedar.com and US public filings at www.sec.gov

RELATED LINKS
www.northerndynastyminerals.com

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